Common use of Offering of Units by the Underwriters Clause in Contracts

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 Firm Units (the “Directed Units”) initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) to directors, officers and employees of the General Partner and its affiliates (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Brothers Inc. offers to purchase Firm Units in form satisfactory to Lxxxxx Brothers Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Inc. from the Partnership; provided that under no circumstances will Lxxxxx Brothers Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately [•] of the Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) FINRA to directors, directors and executive officers and employees of the General Partner and its affiliates certain other employees of the Sponsor (collectively, the “Directed Unit Participants”) who have heretofore delivered to Lxxxxx Brothers Inc. Credit Suisse Securities (USA) LLC offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers Inc. Credit Suisse Securities (USA) LLC (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Inc. Credit Suisse Securities (USA) LLC from the Partnership; provided that under no circumstances will Lxxxxx Brothers Inc. Credit Suisse Securities (USA) LLC or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m.8:30 A.M., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately 500,000 Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) FINRA to directors, officers and or employees of the General Partner and its affiliates (“Directed Unit Participants”) and persons having relationships with the Partnership and its affiliates who have heretofore delivered to Lxxxxx Brothers Barclays Capital Inc. offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers Barclays Capital Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Barclays Capital Inc. from the Partnership; provided that under no circumstances will Lxxxxx Brothers Barclays Capital Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m.A.M., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives Xxxxxx Brothers Inc. of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately [ ] Firm Units (the “"Directed Units”") will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) NASD to directors, officers and employees of the General Partner Partnership Entities and its affiliates (“Directed Unit Participants”) persons having business relationships with the Partnership Entities who have heretofore delivered to Lxxxxx Xxxxxx Brothers Inc. offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Xxxxxx Brothers Inc. (such program, the “"Directed Unit Program”") and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Xxxxxx Brothers Inc. from the Partnership; provided provided, that under no circumstances will Lxxxxx Xxxxxx Brothers Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Firm Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m., New York City time, on the first business day following the date hereof or otherwise which are not purchased by such persons will be offered by the Underwriters Xxxxxx Brothers Inc. to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters Xxxxxx Brothers Inc. in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters Xxxxxx Brothers Inc. in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives Representative of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 550,000 Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) to directors, officers and employees of the General Partner and its affiliates (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Xxxxxx Brothers Inc. offers to purchase Firm Units in form satisfactory to Lxxxxx Xxxxxx Brothers Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Xxxxxx Brothers Inc. from the Partnership; provided that under no circumstances will Lxxxxx Xxxxxx Brothers Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m.[ ]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof hereof] or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives Representative of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 550,000 Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) to directors, officers and employees of the General Partner and its affiliates (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Xxxxxx Brothers Inc. offers to purchase Firm Units in form satisfactory to Lxxxxx Xxxxxx Brothers Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Xxxxxx Brothers Inc. from the Partnership; provided that under no circumstances will Lxxxxx Xxxxxx Brothers Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m.A.M., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 As part of the offering contemplated by this Agreement, Citigroup Global Markets Inc. has agreed to reserve out of the Firm Units set forth opposite its name on Schedule 1 to this Agreement, up to ___Firm Units, for sale to the employees, officers, and directors of the Partnership Entities and other parties associated with the Partnership Entities (collectively, the “Directed Unit Participants”), as described in the Prospectus under the heading “Underwriting” (the “Directed Unit Program”). The Firm Units to be sold by Citigroup Global Markets Inc. pursuant to the Directed Unit Program (the “Directed Units”) initially will be reserved sold by Citigroup Global Markets Inc. pursuant to this Agreement at the several Underwriters public offering price. Any Directed Units not orally confirmed for offer and sale purchase by any Directed Unit Participants by [8:00 A.M.] New York City time on the business day following the date on which this Agreement is executed will be offered to the public by Citigroup Global Markets Inc. upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) to directors, officers and employees of the General Partner and its affiliates (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Brothers Inc. offers to purchase Firm Units in form satisfactory to Lxxxxx Brothers Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Inc. from the Partnership; provided that under Prospectus. Under no circumstances will Lxxxxx Brothers Citigroup Global Markets Inc. or any Underwriter be liable to the Partnership DCP Parties or to any such person Directed Unit Participants for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Firm Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m., New York City time, on the first business day following the date hereof or otherwise which are not purchased by such persons Directed Unit Participants will be offered by the Underwriters Citigroup Global Markets Inc. to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately [•] of the Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) FINRA to directors, officers and employees of the General Partner Partnership and its affiliates (“Directed Unit Participants”) and subsidiaries and persons having relationships with the Partnership and its affiliates and subsidiaries who have heretofore delivered to Lxxxxx Brothers Inc. [ ] offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers Inc. [ ] (such program, the “Directed Unit Program” and each person that purchases any Directed Units, a “Directed Unit Participant”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Inc. [ ] from the Partnership; provided that under no circumstances will Lxxxxx Brothers Inc. [ ] or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m.[•]:00 A.M., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 1,250,000 Firm Units (the “Directed Units”) initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. or any successor (the “NASD”) to directors, officers and employees of the General Partner MLP GP and its affiliates (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Brothers Citigroup Global Markets Inc. offers to purchase Firm Units in form satisfactory to Lxxxxx Brothers Citigroup Global Markets Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Citigroup Global Markets Inc. from the Partnership; provided that under no circumstances will Lxxxxx Brothers Citigroup Global Markets Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m., New York City time, on the first business day following the date hereof or otherwise that are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 As part of the offering contemplated by this Agreement, Citigroup Global Markets Inc. has agreed to reserve out of the Firm Units set forth opposite its name on Schedule 1 to this Agreement, up to 900,000 Firm Units, for sale to the employees, officers, and directors of the Partnership Entities and other parties associated with the Partnership Entities (collectively, the “Directed Unit Participants”), as described in the Prospectus under the heading “Underwriting” (the “Directed Unit Program”). The Firm Units to be sold by Citigroup Global Markets Inc. pursuant to the Directed Unit Program (the “Directed Units”) initially will be reserved sold by Citigroup Global Markets Inc. pursuant to this Agreement at the several Underwriters public offering price. Any Directed Units not orally confirmed for offer and sale purchase by any Directed Unit Participants by 8:00 A.M. New York City time on the business day following the date on which this Agreement is executed will be offered to the public by Citigroup Global Markets Inc. upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) to directors, officers and employees of the General Partner and its affiliates (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Brothers Inc. offers to purchase Firm Units in form satisfactory to Lxxxxx Brothers Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Inc. from the Partnership; provided that under Prospectus. Under no circumstances will Lxxxxx Brothers Citigroup Global Markets Inc. or any Underwriter be liable to the Partnership DCP Parties or to any such person Directed Unit Participants for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Firm Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m., New York City time, on the first business day following the date hereof or otherwise which are not purchased by such persons Directed Unit Participants will be offered by the Underwriters Citigroup Global Markets Inc. to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives Representative of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately 1,250,000 units of the Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) FINRA to directors, officers and employees of the General Partner Partnership and its affiliates (“Directed Unit Participants”) subsidiaries and persons having business relationships with the Partnership and its subsidiaries who have heretofore delivered to Lxxxxx Brothers Barclays Capital Inc. offers to purchase units of Firm Units in form satisfactory to Lxxxxx Brothers Barclays Capital Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Barclays Capital Inc. from the Partnership; provided that under no circumstances will Lxxxxx Brothers Barclays Capital Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m.A.M., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately [___] of the Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (the “NASDFINRA”) to directors, officers and employees of the General Partner Wxxxxxxx Entities and its affiliates persons having business relationships with the Wxxxxxxx Entities (each, a “Directed Unit ParticipantsParticipant”) who have heretofore delivered to Lxxxxx Brothers Inc. the Representative offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Inc. from the Partnership; provided that under no circumstances will Lxxxxx Brothers Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m.10:00 A.M., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives Representative of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately 350,000 of the Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) to directors, officers and employees of the General Partner Wxxxxxxx Entities and its affiliates persons having business relationships with the Wxxxxxxx Entities (each, a “Directed Unit ParticipantsParticipant”) who have heretofore delivered to Lxxxxx Brothers Inc. the Representative offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers Inc. the Representative (such program, the “Directed Unit Program”) and that any allocation of such Firm Directed Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Inc. the Representative from the Partnership; provided provided, that under no circumstances will Lxxxxx Brothers Inc. the Representative or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted to be taken in good faith in connection with such Directed Unit Program. It is further understood that any Directed such Firm Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m., New York City time, on the first business day following the date hereof or otherwise that are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately 675,000 of the Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) FINRA to directors, directors and executive officers and employees of the General Partner and its affiliates certain other employees of the Sponsor (collectively, the “Directed Unit Participants”) who have heretofore delivered to Lxxxxx Brothers Inc. Credit Suisse Securities (USA) LLC offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers Inc. Credit Suisse Securities (USA) LLC (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Inc. Credit Suisse Securities (USA) LLC from the Partnership; provided that under no circumstances will Lxxxxx Brothers Inc. Credit Suisse Securities (USA) LLC or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m.8:30 A.M., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 1,000,000 Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus Pricing Disclosure Package and in accordance with the rules and regulations of the National Association of Securities DealersFINRA to officers, Inc. (the “NASD”) to directors, officers and employees of the General Partner and its affiliates certain of their respective friends and family (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Brothers Citigroup Global Markets Inc. offers to purchase Firm the Directed Units in form satisfactory to Lxxxxx Brothers Citigroup Global Markets Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm the Directed Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Citigroup Global Markets Inc. from the Partnership; provided that under no circumstances will Lxxxxx Brothers Citigroup Global Markets Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m.[___]:00 A.M., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary ProspectusPricing Disclosure Package. The Partnership agrees to pay all reasonable and customary fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately [●] Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) FINRA to persons who are [directors, officers and or employees of the General Partner or its affiliates, or who are otherwise associated with the Partnership], and its affiliates (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Brothers Inc. [DUP Managing Bank] offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers Inc. [DUP Managing Bank] (such program, the “Directed Unit Program” and each person that purchases any Directed Units, a “Directed Unit Participant”) and that any allocation of such Firm Units among such persons Directed Unit Participants will be made in accordance with timely directions received by Lxxxxx Brothers Inc. [DUP Managing Bank] from the Partnership; provided that under no circumstances will Lxxxxx Brothers Inc. [DUP Managing Bank] or any Underwriter be liable to the Partnership or to any such person Directed Unit Participant for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program Participant by 9:00 a.m.9:30 A.M., New York City time, on the first business day following the date hereof or that are otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 up to 900,000 of the Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to certain persons designated by the National Association of Securities Dealers, Inc. (the “NASD”) to directors, officers and employees of the General Partner and its affiliates Partnership (“Directed Unit ParticipantsInvitees”) who have heretofore delivered to Lxxxxx Brothers Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons Invitees will be made in accordance with timely directions received by Lxxxxx Brothers Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated from the Partnership; provided that under no circumstances will Lxxxxx Brothers Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated or any Underwriter be liable to the Partnership or to any such person Invitee for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program Invitee by 9:00 a.m.8:00 A.M., New York City time, on the first business day following the date hereof or that are otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 600,000 Firm Units (the “Directed Units”) initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) to directors, officers and employees of the General Partner and its affiliates (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Xxxxxx Brothers Inc. offers to purchase Firm Units in form satisfactory to Lxxxxx Xxxxxx Brothers Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Xxxxxx Brothers Inc. from the Partnership; provided that under no circumstances will Lxxxxx Xxxxxx Brothers Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives Xxxxxx Brothers Inc. of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately [ ] Firm Units (the “"Directed Units”") will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) NASD to directors, officers and employees of the General Partner Partnership and its affiliates (“Directed Unit Participants”) subsidiaries and persons having business relationships with the Partnership and its subsidiaries who have heretofore delivered to Lxxxxx Xxxxxx Brothers Inc. offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Xxxxxx Brothers Inc. (such program, the “"Directed Unit Program”") and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Xxxxxx Brothers Inc. from the Partnership; provided provided, that under no circumstances will Lxxxxx Xxxxxx Brothers Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Firm Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m., New York City time, on the first business day following the date hereof or otherwise which are not purchased by such persons will be offered by the Underwriters Xxxxxx Brothers Inc. to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters Xxxxxx Brothers Inc. in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters Xxxxxx Brothers Inc. in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately 875,000 Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) FINRA to persons who are directors, officers and or employees of the General Partner or its affiliates, or who are otherwise associated with the Partnership, and its affiliates (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Brothers Barclays Capital Inc. offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers Barclays Capital Inc. (such program, the “Directed Unit Program” and each person that purchases any Directed Units, a “Directed Unit Participant”) and that any allocation of such Firm Units among such persons Directed Unit Participants will be made in accordance with timely directions received by Lxxxxx Brothers Barclays Capital Inc. from the Partnership; provided that under no circumstances will Lxxxxx Brothers Barclays Capital Inc. or any Underwriter be liable to the Partnership or to any such person Directed Unit Participant for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program Participant by 9:00 a.m.9:30 A.M., New York City time, on the first business day following the date hereof or that are otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 Firm approximately 1,119,375 Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) FINRA to directors, officers and employees of the General Partner and its affiliates (“Directed Unit Participants”) and subsidiaries and persons having relationships with the General Partner and its affiliates and subsidiaries who have heretofore delivered to Lxxxxx Brothers UBS Financial Services Inc. offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers UBS Financial Services Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers UBS Financial Services Inc. from the Partnership; provided that under no circumstances will Lxxxxx Brothers UBS Financial Services Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m.8:00 A.M., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives Representative of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 Firm Units (the “"Directed Units”") initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “"NASD”") to directors, officers and employees of the General Partner and its affiliates (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Xxxxxx Brothers Inc. offers to purchase Firm Units in form satisfactory to Lxxxxx Xxxxxx Brothers Inc. (such program, the “"Directed Unit Program”") and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Xxxxxx Brothers Inc. from the Partnership; provided provided, that under no circumstances will Lxxxxx Xxxxxx Brothers Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately 2,000,000 Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) FINRA to directors, officers and employees of the General Partner Partnership and its affiliates (“Directed Unit Participants”) and subsidiaries and persons having business relationships with the Partnership and its affiliates and subsidiaries who have heretofore delivered to Lxxxxx Brothers Barclays Capital Inc. offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers Barclays Capital Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Barclays Capital Inc. from the Partnership; provided that under no circumstances will Lxxxxx Brothers Barclays Capital Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives Underwriters of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 up to 175,000 of the Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale to employees and persons having business relationships with the Partnership and its direct and indirect wholly owned subsidiaries (“Directed Unit Participants”) upon the terms and conditions to be set forth in the most recent Preliminary Prospectus (the “Directed Unit Program”) and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) to directors), officers and employees of the General Partner and its affiliates (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Brothers Inc. offers to purchase Firm Units in form satisfactory to Lxxxxx Brothers Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Directed Units among such persons will be made in accordance with timely directions received by Lxxxxx Xxxxxx Brothers Inc. from the Partnership; provided that under . Under no circumstances will Lxxxxx Xxxxxx Brothers Inc. or any Underwriter be liable to the Partnership Parties or to any such person Directed Unit Participant for any action taken or omitted to be taken in good faith in connection with such Directed Unit Program. It is further understood To the extent that any Directed Units are not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m., New York City time, Participant on the first business day following or immediately after the date hereof or otherwise are not purchased by of this Agreement, such persons will Directed Units may be offered by the Underwriters to the public upon as part of the terms public offering contemplated hereby. [Each Underwriter, severally and conditions set forth in the most recent Preliminary Prospectus. The Partnership not jointly, agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and K-Sea Entities that it will not knowingly sell the Units to any stamp duties natural person, corporation, partnership, limited liability company, joint venture, association or other taxes incurred by entity (“person”) that is not a U.S. Citizen. On each Delivery Date, each Underwriter shall provide the Underwriters in connection K-Sea Entities with a certificate, dated such Delivery Date, of its , certifying the Directed Unit Program.following:

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately 326,200 Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) FINRA to directors, officers and employees of the General Partner and its affiliates and subsidiaries and persons having business relationships with the General Partner and its affiliates and subsidiaries (collectively, the “Directed Unit Participants”) who have heretofore delivered to Lxxxxx Brothers Barclays Capital Inc. offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers Barclays Capital Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Barclays Capital Inc. from the Partnership; provided that under no circumstances will Lxxxxx Brothers Barclays Capital Inc. or any Underwriter be liable to any of the Partnership Entities or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m.A.M., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all reasonable fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives Underwriters of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 up to [ ] of the Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale to employees and persons having business relationships with the Partnership and its direct and indirect wholly owned subsidiaries (“Directed Unit Participants”) upon the terms and conditions to be set forth in the most recent Preliminary Prospectus (the “Directed Unit Program”) and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) to directors), officers and employees of the General Partner and its affiliates (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Brothers Inc. offers to purchase Firm Units in form satisfactory to Lxxxxx Brothers Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Directed Units among such persons will be made in accordance with timely directions received by Lxxxxx Xxxxxx Brothers Inc. from the Partnership; provided that under . Under no circumstances will Lxxxxx Xxxxxx Brothers Inc. or any Underwriter be liable to the Partnership StoneMor Parties or to any such person Directed Unit Participant for any action taken or omitted to be taken in good faith in connection with such Directed Unit Program. It is further understood To the extent that any Directed Units are not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m., New York City time, Participant on the first business day following or immediately after the date hereof or otherwise are not purchased by of this Agreement, such persons will Directed Units may be offered by the Underwriters to the public upon as part of the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Programpublic offering contemplated hereby.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 that, in connection with the proposed offering of the Units, the Partnership has requested Citigroup Global Markets Inc. (the “DUP Manager”) to administer a directed unit program (the “Directed Unit Program”), under which up to 5% of the Firm Units (the “Directed Units”) initially will to be reserved purchased by the several Underwriters will initially be reserved for offer and sale by the DUP Manager, upon the terms and conditions to be set forth in the most recent Preliminary Prospectus Pricing Disclosure Package and in accordance with subject to the terms of this Agreement, the applicable rules, regulations and interpretations of FINRA and all other applicable laws, rules and regulations of regulations, to the National Association of Securities Dealersofficers, Inc. (the “NASD”) to directors, officers directors and employees of the General Partner and its affiliates certain of their respective friends and families (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Brothers Inc. the DUP Manager offers to purchase Firm Units in form satisfactory to Lxxxxx Brothers Inc. (such program, the “Directed Unit Program”) DUP Manager and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Inc. the DUP Manager from the Partnership; provided that under no circumstances will Lxxxxx Brothers Inc. the DUP Manager or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant Directed Unit Participant in the Directed Unit Program by 9:00 a.m.7:00 A.M., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary ProspectusPricing Disclosure Package. The Partnership agrees to pay all reasonable fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately [ · ] Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) FINRA to directors, officers and employees of the General Partner Partnership and its affiliates (“Directed Unit Participants”) and subsidiaries and persons having business relationships with the Partnership and its affiliates and subsidiaries who have heretofore delivered to Lxxxxx Brothers Barclays Capital Inc. offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers Barclays Capital Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Barclays Capital Inc. from the Partnership; provided that under no circumstances will Lxxxxx Brothers Barclays Capital Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 [9:00] a.m., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 Firm Units (the “Directed Units”) initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) to directors, officers and employees of the General Partner and its affiliates (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Xxxxxx Brothers Inc. offers to purchase Firm Units in form satisfactory to Lxxxxx Xxxxxx Brothers Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Xxxxxx Brothers Inc. from the Partnership; provided that under no circumstances will Lxxxxx Xxxxxx Brothers Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 [•] Firm Units (the “Directed Units”) initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. or any successor (the “NASD”) to directors, officers and employees of the General Partner MLP GP and its affiliates (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Brothers Citigroup Global Markets, Inc. offers to purchase Firm Units in form satisfactory to Lxxxxx Brothers Citigroup Global Markets, Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Citigroup Global Markets, Inc. from the Partnership; provided that under no circumstances will Lxxxxx Brothers Citigroup Global Markets, Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately 540,000 of the Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (the “NASDFINRA”) to directors, officers and employees of the General Partner Wxxxxxxx Entities and its affiliates persons having business relationships with the Wxxxxxxx Entities (each, a “Directed Unit ParticipantsParticipant”) who have heretofore delivered to Lxxxxx Brothers Inc. the Representative offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Inc. from the Partnership; provided that under no circumstances will Lxxxxx Brothers Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m.10:00 A.M., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives Representative of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately [—] units of the Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) FINRA to directors, officers and employees of the General Partner Partnership and its affiliates (“Directed Unit Participants”) subsidiaries [and persons having business relationships with the Partnership and its subsidiaries] who have heretofore delivered to Lxxxxx Brothers Barclays Capital Inc. offers [or indications of interest] to purchase units of Firm Units in form satisfactory to Lxxxxx Brothers Barclays Capital Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Barclays Capital Inc. from the Partnership; provided that under no circumstances will Lxxxxx Brothers Barclays Capital Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m.[—]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof hereof] or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately 350,000 of the Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) FINRA to persons who are directors, officers and or employees of the General Partner or its affiliates, or who are otherwise associated with the Partnership, and its affiliates (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Brothers Citigroup Global Markets Inc. offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers Citigroup Global Markets Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Citigroup Global Markets Inc. from the Partnership; provided that under no circumstances will Lxxxxx Brothers Citigroup Global Markets Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units that are not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m.7:30 A.M., New York City time, on the first business day following the date hereof or that are otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately [ ] Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) FINRA to persons who are directors, officers and or employees of the General Partner or its affiliates, or who are otherwise associated with the Partnership, and its affiliates (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Brothers Barclays Capital Inc. offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers Barclays Capital Inc. (such program, the “Directed Unit Program” and each person that purchases any Directed Units, a “Directed Unit Participant”) and that any allocation of such Firm Units among such persons Directed Unit Participants will be made in accordance with timely directions received by Lxxxxx Brothers Barclays Capital Inc. from the Partnership; provided that under no circumstances will Lxxxxx Brothers Barclays Capital Inc. or any Underwriter be liable to the Partnership or to any such person Directed Unit Participant for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program Participant by 9:00 a.m.[ ] A.M., New York City time, on the first business day following the date hereof or that are otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon the authorization by the Representatives you of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 75,500 Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus Pricing Disclosure Package and in accordance with the rules and regulations of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (the “NASDFINRA”) to directors, officers and employees certain directors of the General Partner and its affiliates (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Brothers Barclays Capital Inc. offers indications of interest to purchase a certain number of Firm Units in form satisfactory to Lxxxxx Brothers Barclays Capital Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Barclays Capital Inc. from the Partnership; provided that under no circumstances will Lxxxxx Brothers Barclays Capital Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program (each, a “Directed Unit Participant”) by 9:00 a.m.9:30 A.M., New York City time, on the first business trading day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately [ ] Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (the “NASDFINRA”) to directors, officers and employees of the General Partner Sponsor and its affiliates (“Directed Unit Participants”) subsidiaries and persons having business relationships with the Sponsor and its subsidiaries who have heretofore delivered to Lxxxxx Brothers Inc. [ ] offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers Inc. [ ] (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Inc. [ ] from the PartnershipSponsor; provided that under no circumstances will Lxxxxx Brothers Inc. [ ] or any Underwriter be liable to the Partnership Sponsor or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m.[•]:00 A.M., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership Sponsor agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives Representative of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 350,000 Firm Units (the “Directed Units”) initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) to directors, officers and employees of the General Partner and its affiliates (“Directed Unit Participants”) who have heretofore delivered to Lxxxxx Xxxxxx Brothers Inc. offers to purchase Firm Units in form satisfactory to Lxxxxx Xxxxxx Brothers Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Xxxxxx Brothers Inc. from the Partnership; provided that under no circumstances will Lxxxxx Xxxxxx Brothers Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately [•] Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) FINRA to directors, officers and employees of the General Partner and its affiliates and subsidiaries and persons having business relationships with the General Partner and its affiliates and subsidiaries (collectively, the “Directed Unit Participants”) who have heretofore delivered to Lxxxxx Brothers Barclays Capital Inc. offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers Barclays Capital Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Barclays Capital Inc. from the Partnership; provided that under no circumstances will Lxxxxx Brothers Barclays Capital Inc. or any Underwriter be liable to any of the Partnership Entities or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m.A.M., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all reasonable fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

Offering of Units by the Underwriters. Upon authorization by the Representatives Representative of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that 650,000 approximately [350,000] of the Firm Units (the “Directed Units”) will initially will be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) to directors, officers and employees of the General Partner Wxxxxxxx Entities and its affiliates persons having business relationships with the Wxxxxxxx Entities (each, a “Directed Unit ParticipantsParticipant”) who have heretofore delivered to Lxxxxx Brothers Inc. offers or indications of interest to purchase Firm Units in form satisfactory to Lxxxxx Brothers Inc. (such program, the “Directed Unit Program”) and that any allocation of such Firm Directed Units among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Inc. from the Partnership; provided provided, that under no circumstances will Lxxxxx Brothers Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted to be taken in good faith in connection with such Directed Unit Program. It is further understood that any Directed such Firm Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m., New York City time, on the first business day following the date hereof or otherwise that are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.